TIDMAHCG
RNS Number : 7608B
Action Hotels PLC
24 September 2018
Action Hotels plc
("Action Hotels" or the "Company")
RECOMMED CASH OFFER
BY
ACTION REAL ESTATE CO KSCC
(a subsidiary of Action Group Holdings Co KSCC)
FOR
ACTION HOTELS PLC
RESULTS OF COURT MEETING AND GENERAL MEETING
The Board of Action Hotels (LSE: AHCG) is pleased to announce
that, at the Court Meeting and the General Meeting held earlier
today in connection with the recommended acquisition by Action Real
Estate Co KSCC ("Action Real Estate"), a subsidiary of Action Group
Holdings Co KSCC, of the entire issued and to be issued ordinary
share capital of Action Hotels, to be effected by way of a scheme
of arrangement under Article 125 of the Jersey Companies Law (the
"Scheme"), all of the resolutions proposed were duly passed.
At the Court Meeting, a majority in number of Scheme
Shareholders, who voted (either in to person or by proxy) and who
together represented over 3/4ths of the voting rights of Scheme
Shareholders who are on the Company's register of members at the
Voting Record Time, voted in favour of the resolution to approve
the Scheme. The resolution was accordingly passed.
At the General Meeting, the requisite majority of Action Hotels
Shareholders voted (either in to person or by proxy) to pass the
Special Resolutions in connection with i) amending the Articles to
give authority to the directors to take all such actions as may be
necessary to implement the Scheme; and ii) the de-listing of the
Action Hotels Shares from the AIM Market.
Full details of the resolutions passed are set out in the
notices of the Court Meeting and General Meeting contained in the
scheme document dated 31 August 2018 that was sent to Action Hotels
Shareholders (the "Scheme Document"), a copy of which is available
on Action Hotel's website at www.actionhotels.com.
Unless otherwise stated, capitalised terms used but not defined
in this announcement have the meanings given to them in the Scheme
Document.
Voting results of the Court Meeting
At the time of voting there were 147,637,195 Action Hotels
Shares in issue. Of those Action Hotels Shares, 107,896,105 were
Excluded Shares and so the holders thereof were not entitled to
vote at the Court Meeting. This meant that 39,741,105 Action Hotels
Shares were considered to be Scheme Shares and only the holders
thereof were entitled to vote at the Court Meeting. Voting was
taken on a poll and the results were as follows:
Results Number of Percentage Number of Percentage Number of
of Court Scheme Shares of Scheme Scheme Shareholders of Scheme Scheme Shares
Meeting in respect Shares that who voted Shareholders voted as
of which voted for who voted a percentage
votes were and against of Scheme
cast in respect Shares entitled
of which to vote
votes were on the Scheme
cast
FOR 22,827,795 99.66% 21 72.41% 57.44%
--------------- ------------- --------------------- -------------- -----------------
AGAINST 78,512 0.34% 8 27.59% 0.19%
--------------- ------------- --------------------- -------------- -----------------
TOTAL 22,906,307 100% 29 100% 57.63%
--------------- ------------- --------------------- -------------- -----------------
Voting results of the General Meeting
At the General Meeting, voting on the Special Resolutions was
taken on a poll and the results were as follows:
Special Resolution Number of votes Percentage of votes
1
FOR 138,107,042 99.97%
---------------- --------------------
AGAINST 42,788 0.03%
---------------- --------------------
TOTAL 138,149,830 100%
---------------- --------------------
WITHHELD * 3,847
---------------- --------------------
Special Resolution Number of votes Percentage of votes
2
FOR 135,717,042 98.24%
---------------- --------------------
AGAINST 2,432,788 1.76%
---------------- --------------------
TOTAL 138,149,830 100%
---------------- --------------------
WITHHELD * 3,847
---------------- --------------------
* A vote withheld is not a vote in law and counts neither "For"
nor "Against" the Special Resolution.
Scheme Court Hearing
In order to become effective, the Court will need to sanction
the Scheme at the Scheme Court Hearing. It is anticipated that the
Scheme Court Hearing will be held on or around 18 October 2018 and
that the Scheme will become effective on or around 19 October
2018.
Expected Timetable of Events and Next Steps
Completion of the Offer remains subject to the satisfaction or
(if capable of waiver) waiver of the remaining Conditions,
including the aforementioned sanction of the Scheme. A full list of
the Conditions to the implementation of the Offer is included in
the Scheme Document.
It is intended that dealings in Action Hotels Shares will be
suspended at 7.30 a.m. on 19 October 2018. The last day for
dealings in, and for registration of transfers in Action Hotels
Shares will therefore be 18 October 2018. If the Court sanctions
the Scheme it is intended that Action Real Estate will procure that
Action Hotels makes an application to cancel the admission to
trading of Action Hotels Shares on AIM, the cancellation of listing
to take effect on 22 October 2018. The above dates are indicative
only and will depend, among other things, on the dates upon which
the Court sanctions the Scheme and the date on which the Conditions
are satisfied or (if capable of waiver) waived.
The expected timetable of remaining principal events is attached
as an appendix to this announcement.
For more information please contact:
Action Hotels plc
Andrew Lindley, Chief Financial Officer +44 (0)20 7907
Katie Shelton, Director of Corporate Affairs 9663
WH Ireland Limited (Financial Adviser to
Action Hotels)
Adrian Hadden +44 (0)20 7220
Jessica Cave 1666
Action Real Estate Co KSCC c/o finnCap: as
Vikas Arora, Chief Financial Officer below
finnCap Ltd (Financial Adviser to AGH and
Action Real Estate)
Henrik Persson
Simon Hicks +44 (0) 20 7220
Max Bullen-Smith 0500
Further information
WH Ireland Limited ("WH Ireland"), which is authorised by the
FCA in the United Kingdom, is acting as financial adviser
exclusively for Action Hotels and no one else in connection with
the Offer and will not be responsible to any person other than
Action Hotels for providing the protections afforded to clients of
WH Ireland, nor for providing advice in relation to the Offer or
any matter referred to herein. Neither WH Ireland nor any of its
subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of WH Ireland in connection with the
Offer, any statement contained herein or otherwise.
finnCap Ltd ("finnCap"), which is authorised by the FCA in the
United Kingdom, is acting as financial adviser exclusively for AGH
and Action Real Estate and no one else in connection with the Offer
and will not be responsible to any person other than AGH and Action
Real Estate for providing the protections afforded to clients of
finnCap, nor for providing advice in relation to the Offer or any
matter referred to herein. Neither finnCap nor any of its
subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of finnCap in connection with the Offer,
any statement contained herein or otherwise.
This Announcement is provided for informational purposes only
and does not constitute an offer to sell, or an invitation to
subscribe for, purchase or exchange, any securities or the
solicitation of any vote or approval in any jurisdiction, nor shall
there be any sale, issuance, exchange or transfer of the securities
referred to in this Announcement in any jurisdiction in
contravention of applicable law. This Announcement does not
constitute a prospectus or a prospectus equivalent document.
Please be aware that addresses, electronic addresses and certain
information provided by Action Hotels Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from AGH or Action Real Estate may be provided to
AGH or Action Real Estate during the Offer Period as requested
under Section 4 of Appendix 4 of the Takeover Code to comply with
Rule 2.11(c) of the Takeover Code.
Overseas shareholders
The release, publication or distribution of this Announcement
(in whole or in part) in, into or from certain jurisdictions may be
restricted by law. Persons who are not resident in Jersey or the
United Kingdom or who are subject to the laws and/or regulations of
other jurisdictions should inform themselves of, and should
observe, any applicable requirements. Any failure to comply with
these requirements may constitute a violation of the securities
laws of any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the Offer
disclaim any responsibility or liability for the violation of such
requirements by any person.
Holders of Action Hotels Shares based in the United States
should note that the Offer relates to the shares of a Jersey
company with a listing on the AIM Market of the London Stock
Exchange, is subject to Jersey disclosure requirements (which are
different to those of a US company) and is proposed to be
implemented under a scheme of arrangement provided for under
Article 125 of the Jersey Companies Law. A transaction effected by
means of a scheme of arrangement is not subject to the proxy
solicitation or tender offer rules under the US Exchange Act.
Accordingly, the Offer will be subject to Jersey procedural and
disclosure requirements, rules and practices, which are different
from the disclosure requirements of the US tender offer and proxy
solicitation rules. The financial information included in this
Announcement has been or will have been prepared in accordance with
IFRS and thus may not be comparable to financial information of US
companies or companies whose financial statements are prepared in
accordance with generally accepted accounting principles in the US.
If Action Real Estate exercises its right to implement the
acquisition of the Action Hotels Shares by way of a Takeover Offer,
such offer will be made in compliance with applicable US tender
offer and securities laws and regulations.
Dealing Disclosure requirements
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in one per cent. or more of any class of relevant
securities of an offeree company or of any securities exchange
offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following
the commencement of the Offer Period and, if later, following the
announcement in which any securities exchange offeror is first
identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be made by
no later than 3.30 p.m. (London time) on the 10th Business Day
following the commencement of the Offer Period and, if appropriate,
by no later than 3.30 p.m. (London time) on the 10th Business Day
following the announcement in which any securities exchange offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in one per cent. or more of any class of
relevant securities of the offeree company or of any securities
exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain
details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s), save to the extent that these
details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by
no later than 3.30 p.m. (London time) on the Business Day following
the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror, and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
Offer Period commenced and when any offeror was first identified.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0) 20 7638
0129.
Forward-looking statements
No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per share for AGH, Action Real Estate or Action Hotels, as
appropriate, for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per share for AGH, Action Real Estate or Action Hotels, as
appropriate.
Publication of this Announcement
A copy of this Announcement (together with any document
incorporated by reference) is and will be available, free of
charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on AGH's website at
www.actionkuwait.com and Action Hotels' website at
www.actionhotels.com during the course of the Offer. For the
avoidance of doubt, the contents of these websites and any websites
accessible from hyperlinks on these websites are not incorporated
into and do not form part of this Announcement.
Any person entitled to receive a copy of documents,
announcements and information relating to the Offer is entitled to
receive such documents in hard copy form. Such person may request
that all future documents, announcements and information in
relation to the Offer are sent to them in hard copy form.
A hard copy form will not be sent to any person unless requested
from Registrar by way of either written request to Computershare
Investor Services (Jersey) Limited, c/o The Pavilions, Bridgwater
Road, Bristol BS99 6ZY or request by telephone on 0370 707 4040
(when telephoning from inside the UK) or on +44 (0) 370 707 4040
(when telephoning from outside the UK).
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable sets out expected dates for
the implementation of the Scheme. All times shown in this document
are London times unless otherwise stated. To the extent any of the
below expected dates or times change, Action Hotels will give
notice of any such changes and details of the revised dates and/or
times to Action Hotels Shareholders by issuing an announcement
through a Regulatory Information Service.
The following dates and times associated with the Scheme are
subject to change and will depend on, among other things, (i) the
date on which the Conditions to the Scheme are satisfied or, if
capable of waiver, waived, (ii) the date on which the Court
sanctions the Scheme and (iii) the date on which the Scheme Court
Order is delivered to the Registrar of Companies for registration.
Action Hotels will give adequate notice of all of these dates and
times, when known, by issuing an announcement through a Regulatory
Information Service, with such announcement being made available on
Action Hotels' website at www.actionhotels.com. Further updates and
changes to these times will, at Action Hotels' discretion, be
notified in the same way.
Event Time and/or date
Scheme Court Sanction Hearing a date expected to
be in the fourth quarter
of 2018 ("D")
Last day of dealings in, for registration D
of transfers of, and disablement in CREST
of, Action Hotels Shares
Suspension of trading in Action Hotels 7.30 a.m. on D+1 Business
Shares Day
Scheme Record Time 8.30 a.m. on D+1 Business
Day
Effective Date of the Scheme D+1 Business Day
Cancellation of listing of Action Hotels by 8.00 a.m. on D+2
Business Day
Cheques despatched to certificated holders within 14 days of the
and CREST accounts of Action Hotels Shareholders Effective Date
credited with cash due under the Scheme
Long Stop Date 31 December 2018
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ROMUSUVRWVAKUAR
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